The mind behind Little Shop of Horrors, Beauty and the Beast, and more reveals the inspirations and nuggets buried in the score for his first collaboration with Howard Ashman.

Last summer, Kurt Vonnegut’s God Bless You Mr. Rosewater came out of obscurity for an Off-Broadway revival at Encores! Off-Center at New York City Center. With a book and lyrics by Howard Ashman, additional lyrics by Dennis Green, and music by Alan Menken, the original Off-Broadway production debuted at Entermedia Theatre in 1979 and played only 49 performances. But over the years, the stage adaptation of Kurt Vonnegut’s novel gained a cult following—especially as Menken and Ashman’s profiles grew with the success of Little Shop of Horrors and their Disney collaborations. But while Little Shop has garnered a movie, a Broadway revival, concert productions, and countless regional and high school productions, less attention is paid to the duo's very first collaboration.

The Encores! revival starring Tony nominee Santino Fontana, Tony winner James Earl Jones, and Skylar Astin was a hit with audiences and now Ghostlight Records has released the cast recording from that production, which featured new orchestrations by Danny Troob. The story about the wealthy Elliot Rosewater who decides to give away his fortune to the inhabitants of an impoverished town featured a cast that also included Derrick Baskin, Jeff Blumenkrantz, Nick Choksi, Eddie Cooper, Kevin Del Aguila, Clark Johnson, Rebecca Naomi Jones, Kevin Ligon, Marla Louissaint, Liz McCartney, Bonnie Milligan, Brynn O’Malley, and Kate Wetherhead.

Here, the legendary Menken—currently represented on Broadway with A Bronx Tale—breaks down the track-by-track inspirations, lyrical nods, and more on the recording:

Click here to purchase the album, which includes the 28-page booklet of production photos, essays by director Michael Mayer, and more. The album is also available for download via iTunes, Amason, and Spotify.

1. OVERTURE When Rosewater first opened, one critic said he’d never heard an overture have a “nervous breakdown” before. That seemed pretty appropriate then and still does. Danny Troob’s orchestrating, arranging and assemblage of themes perfectly and brilliantly reflect the full emotional range of this musical. Back in 1979 it was our first time working together. And he has been my main orchestrator ever since.

2. THE ROSEWATER FOUNDATION In the spirit of so much of the pastiche that Howard Ashman and I employed throughout all of our projects together, this opening number winks at the style of Gilbert and Sullivan. In contrast to much of the grass roots Americana that characterizes this score and Elliot Rosewater’s journey, this song minces about, reflecting the intellectual and highbrow agenda of the foundation that bears the Rosewater name. Note all the choice references so specifically belonging to the culture of the period when our show first came out.

3. THE ROSEWATER FOUNDATION (reprise 1) Elliot Rosewater, played by Santino Fontana, sings this tiny epilogue that lets us in on how much Elliot pines for something more honest and real in his life than the doling out of money to support the arts. After the flurry of self-congratulations and self-promotion that characterize the activities within the foundation, this is a quiet moment of reflection, questioning what it’s all worth.

4. DEAR OPHELIA This is Elliot’s declaration of why he has made such a dramatic U-turn in his life. He likens himself to Hamlet as he explains his motivations and intentions to his wife, Sylvia, who he addresses as Hamlet’s would-be wife, “Ophelia.” This is the first turn of the score into the American folk realm that expresses where the heart of the score lives.

5. THANK GOD FOR THE VOLUNTEER FIRE BRIGADE Elliot’s infatuation with firemen and their contribution to civilization leads him to dropping in on random firehouses across America. In this number, a laconic kick line of rural firemen sing in a vaudeville style about the joys of their lifestyle, egged on by Elliot’s impassioned view of their vital role in saving the world, and America in particular,

6. MUSHARI’S WALTZ (MAGICAL MOMENT) Skyler Astin plays Norman Mushari, a young aggressive lawyer intent on wresting the Rosewater fortune away from the clearly unhinged Elliot. He sings a sprightly, hilarious, and twisted waltz, celebrating that “magical moment” when a lawyer extracts his inflated share of a settlement.

7. THIRTY MILES FROM THE BANKS OF THE OHIO / LOOK WHO’S HERE Elliot Rosewater has arrived in the town of Rosewater, in the township of Rosewater, in the county of Rosewater, in the state of Indiana. And he is enraptured as he reads graffiti off the telephone booth’s walls and watches the poor, pathetic residents come shuffling by him. He knows his mission now. And he embraces it. The musical figure for “Thirty Miles” is a calling from his distant past, opening up into a folk song that laments the dissipation of the American dream. Then, when the citizens of Rosewater recognize Elliot, they sing a genuine and warm welcome in a gospel inspired moment.

8. CHEESE NIPS Sylvia Rosewater, played by Brynn O’Malley, tried to adjust to having a role in the lives of these people Elliot has embraced. It drives her to a nervous breakdown by the end of this number. The repeated musical figure is a childlike motif, tinged with dissonance; reflecting an enforced gaiety Sylvia puts on, as she copes with the finest cuisine imaginable trumped by a bag of Cheese Nips. As elsewhere in the score, the brilliant specificity of Howard Ashman’s lyrics create a wonderful sense of time and place.

9. THE ROSEWATER FOUNDATION (reprise 2) The sweet, well-meaning, new mission of the Rosewater Foundation is articulated by Charley Warmergran (Derrek Baskin), Mary Moody (Rebecca Naomi Jones) and Elliot. The simplicity and gentleness of the music underscore the very basic items and sentiments that are offered.

10. SINCE YOU CAME TO THIS TOWN The residents of Rosewater, Diana Moon Glampers (Liz McCartney), Mary Moody, Delbert Peach (Kevin Ligon), Jerome (Eddie Cooper) and company, sing Elliot’s praises. The lyric is a combination of Howard’s lyrics and those of Dennis Green. The music leans towards a hymn-like tone, as befits a groups of people praising their savior, leading to a soaring counterpoint at the act break.

11. A POEM BY WILLIAM BLAKE There are so many quirky elements in the score to God Bless You Mr. Rosewater. The intermingling of the spoken Voice-Not-Unlike-God’s (James Earl Jones) with classical musical underscore as well as sung conclusion, opens the second act. Again, note the specifics like the lifespan of William Blake; a touch that underscores the stylistic influence of Kurt Vonnegut’s writing.

12. THE RHODE ISLAND TANGO Norman Mushari has located the underprivileged next-in-kin to the Rosewater fortune, Fred and Caroline Rosewater. We are treated to the desperate unhappiness and tawdry fantasies of this couple, accompanied by an impassioned tango. Their sordid song and dance is intermingled with a frantic, driving bridge sung by Mushari, as he is driving towards a rendezvous with his, and their, destiny.

13. ELLIOT / SYLVIA Sylvia’s filing for divorce from Elliot spurs a call between them, a clumsy and unsuccessful attempt for them to connect one last time. The music and lyrics reflect a halting and wistful rhythm, only comes together at the very end when they say “goodnight.”

14. PLAIN CLEAN AVERAGE AMERICANS This is a pastiche of patriotic displays and fund-raising drives, in which Mushari does his sales-pitch on behalf of the Rhode Island Rosewaters’ claim to the Rosewater fortune. The intermingling of dramatic and musical elements foreshadows the work Howard and I did for “The Meek Shall Inherit” from Little Shop of Horrors,

15. A FIRESTORM CONSUMING INDIANAPOLIS This song starts with Elliot purchasing a bus ticket to Indianapolis, for the purpose of a last reunion with Sylvia, and ends with his complete nervous breakdown as he reflects on his past, including his wartime traumas. We start with a gently undulating accompaniment as he observes the landscape of Indiana out he window of the bus. That lurches into a percussive section in which he excoriates his ancestors’ greed, going back to 19th century abuses and leading up to his going off to war. At that point the music freezes on a held dissonance, underscoring Elliot’s re-enactment of his role in the firebombing of Dresden. And finally the song ends with an elegant waltz, in which he imagines a firestorm consuming Indianapolis. This is one of the most unusual songs of ours, within a score that is equally unusual. As is typical of the dramatic integrity of Howard Ashman, we went into uncharted territory with only one goal in mind, fully reflecting and dramatizing the work and ethos of Kurt Vonnegut.

16. DEAR OPHELIA (reprise) This is a tiny musical moment, part touching and part comedic, in which Sylvia is living in a convent, singing from her heart to her “dearest Hamlet,” trying to explain what has happened, ending with saying “I think it’s best if I don’t say…a word.” Of course, this convent has a vow of silence. So as she says “a word” a sudden “Shhhh” follows it!

17. I ELLIOT ROSEWATER When Elliot hears about Mushari bribing the women of Rosewater to publicly claim that he is the father of their children, both born and unborn, rather than reject the claim in order to keep his fortune, he accepts the role of fatherhood in order to spread the wealth among them. The tone of the song is that of a graduation march, a declarative hymn to being generous and loving. As the song ends, money pours from the skies, kind of a foreshadowing of Audrey 2’s vines falling at the end of Little Shop.